Clockworks are constructs of steel and bronze that perform complex routines. Clockworks are neither living nor magical, but their clever engineering can make them appear to be both.

Nonmagical Guards. In a world where magic prevails, mundane engineering is rarely appreciated. But clockwork constructs have one advantage that sets them apart from magical inventions—their very lack of magic. Dungeon architects pay princely sums for complex nonmagical sentries, knowing all too well that thieves have many tools to detect and bypass magic.

Authorization Required. Clockworks perceive the world using delicate sensors capable of picking up the slightest vibrations. They sense shape but not color, and are not fooled by visual illusions. Nevertheless, they are able to identify individual creatures by their shape, size, and behavior. They can be programmed to allow authorized creatures to enter an area, while attacking or monitoring intruders.

Creations of Routine. Clockworks follow instructions built into them by their creators. While these instructions can be very complex, clockworks don’t think and don’t learn. If you trick a clockwork once, you can do so again the next time you meet it.

Clockwork Nature. A clockwork doesn’t require air, nourishment, or rest, and is immune to disease . 

Immutable Form. The clockwork is immune to any effect that would alter its form.

The free adventures below can be run directly from this rules site.

---

---

MAMA BEAR'S REVENGE (1st level)

After the accidental death of a bear cub, Fanghort the Druid went into the forest to make amends. Now, the foresters are under organized attack from woodland creatures— and all of them talk. By Jeff Gomez.

---

The Business of Emotion (2nd-3rd level)

This is an adventure for 3-5 characters of levels 2-3. The village of Lanidor is suffering from an enchanted "summer of love". Can the PCs figure out what's going on? By Paul Oklesh.

---

The Haunting of Calrow Ruins (3rd level)

Gibberlings infest Calrow Ruins. When the mists blow in off the shores of Lach Gwyren, snaking through crumbling arches and shattered barbicans, the gibberlings’ terrible wailing can be heard for miles. These leering, furry abominations are spawned from captives by an ancient brood mother lurking beneath the ruins. Once imprisoned in a magic tapestry deep within the keep, the brood mother is close to finally escaping thanks to the meddling of a vengeful lady-inwaiting. Amidst a noble feud to reclaim the ruins, the characters are faced with solving the mystery of the gibberlings. By Aaron Infante-Levy.

---

Presents for Goblins (3rd-5th level)

In this festive adventure the PCs must recover Revelleschafter's seasonal gifts from the goblins who raided the town on the eve of All's Giving Day.  Fun as a one-shot or as part of an ongoing camapign, the module includes four new goblin types (a nilbog , a yobbo , and the goblin king ) and a random table for goblin poison effects. By Kiel Chenier.

Starting off a game with everyone forgetting who they are may not be an attractive prospect for all groups. Alternatively, the party may begin as burgeoning adventurers that seek out Annika Crestveil in search of advice or guidance, learning from her brother Tariq that she was last seen entering the catacombs under the city— but he warns not to delve under Northminster and that it is a matter for the guard.

The PCs arrive to find the dazed cultists, but spotters working for the local thieves' guild see them descending below and use the opportunity to frame them (so the adventure proceeds mostly normally).

As soon as the adventurers are topside again they hear that they're wanted for conspiracy with the cult as well as tampering with criminal evidence and several other charges that numerous (bribed and lying) witnesses corroborate. Left with few other options the party returns to the cult's hideout where they discover that everything of value has been taken away, but there are several obscure markings that were not there before (which any rogue recognizes as thieves' cant with the clear message to "leave it be").

Conveniently there's also a message of gratitude intended for the decoys that helped the thieves' guild pilfer the area, urging them to contact Belton Freedew for help (if none of the PCs know thieves' cant, this can instead be communicated with a simple paper note written in Common which disintegrates when touched). Once they've traveled to a safe place with Belton (the Weirwood in Holdenshire) and earned his trust, he promises to clear their names back in Northminster—though he never makes it back.

---

<= Memories of Holdenshire

Orfrain Cassar is a highwayman turned unwitting vassal of a psychic extraplanar insect called a khalkos .

Orfrain was the one responsible for obtaining "initiates" for the cult in Northminster and has come out to the Crawley Hills to start his own branch. He's heard of the original cult's fall and has since been "recruiting".

Orfrain kidnaps and delivers prisoners to the khalkos deep in the catacombs underneath the city of Northminster where it psionically enslaves them into its own private "cult", forcing them to abduct others from the settlement above and making them infamous "cultists" in the eyes of Northminster. Orfrain is a cult fanatic .

---

---

<= Memories of Holdenshire

Annika Crestveil is an adventurer based out of Northminster. Her brother is Tariq Crestveil. Annika uses the statistics of a knight .

---

<= Memories of Holdenshire

Having seen the true nature of the cult he has been so ardently tracking, Captain Crestveil concedes to the adventurers that he believes their previous claims of innocence regarding his sister's death. He plans to return to Northminster, calling off the search as he goes and having all wanted posters of the PCs removed. While he doesn't have it on him, he does offer each member of the party half of the reward posted for their capture—namely 50 gold—as reward for having put down Ofrain Cassar and ending the threat he posed. The adventurers are welcome to this reward on their next visit to Northminster, where the captain offers to treat them to dinner as an additional show of his appreciation.

Belton of course is ecstatic to see the party again, saying:

"I knew you were a good lot. And more than that now, aren't ya? Heroes is more like it by my thinking!"

He is also begrudgingly offered a pardon by Tariq for his part in their escape from Northminster weeks ago, albeit with the resigned air of someone who knows the halfling is going to go right back to smuggling.

Finally, any mind control victims that survive regain consciousness, bewildered and horrified by their surroundings. Much like the PCs, they've lost all memories from the past month and plead with the party for answers and advice.

---

What Comes Next?

The adventure intended to pick up where Memories of Holdenshire leaves off is To Slay A Dragon, which returns to Hengistbury and involves the kobolds acting on their true plan of kidnapping Ariadne Torek. There are a few different hooks that can bring the PCs back to Hengistbury, including escorting Belton (after back-to-back excitement he's decided to take a load off for a few weeks and is keen to hire someone to track down Rummynose), helping the surviving cultists regain their own memories, the bonds they've formed with the town's various NPCs, and of course the Autumn Festival, depending on how the adventurers want to spend their downtime. If there's another adventure that the party would like to pursue, consider using the memory recovery mechanic as a way to have them investigate elsewhere.

In either case, thank you for experiencing this introduction to Level Up and its mechanics! If this has piqued your interest, there's a whole line of adventures in Hengistbury (in the To Save A Kingdom adventure path) and still more to discover in Level Up!

---

<= Memories of Holdenshire

At the end of the trail is a sizable mound. Read or paraphrase the following.

The trail has led you to a stone barrow, crouching at the foot of a forested hill. It once had a stacked-stone walled courtyard, but most of it has crumbled or been harvested for building material and now the area is choked with stinging nettles, thistle, and other vegetation. There is however a worn wagon path leading up to the entrance, with a very familiar covered wagon parked in front.

The barrow is literally straightforward—a path with no diverging passages starts with the small antechamber and leads straight to first the minor and then the main burial chamber, now the inner sanctum of the cult (Area #4). Several sets of stairs lead downwards that divide it up into the following sections.

---

---

#1: Antechamber

Cultists aren't the only creatures who see the utility in tunnels: there is also an ankheg  from a nearby colony looking for a good spot for a new queen to lay her spawn. It's hungry from its underground journey and is laying low here waiting for a meal to walk by. The monstrous insect waits 5 feet inside and 10 feet underground, waiting to explode upwards as soon as it senses a creature directly above it.

---

#2: Minor Burial Chamber

There are 5 cultists  clearing out a partial collapse here (caused by the ankheg in Area #1), directed by 1 cult fanatic . These people have been so single-minded in their devotion (on account of mind control) that they haven't taken proper care of themselves—they've been in this state longer than the adventurers and are suffering from 2 levels of fatigue because of it. Anyone that makes a DC 12 Medicine or Survival check confirms this.

Adventurers can make DC 13 Insight checks to realize that these people have been mind controlled, likely in the same fashion as the party themselves were. Now is a good time for the Narrator to remind the PCs that an attacker who reduces a creature to 0 hit points with a melee attack may choose to knock their target out instead of kill them. Otherwise, the cultists and cult fanatics zealously fight to the death.

The adventurers can also make a DC 13 Nature check to deduce that this damage was indeed caused by the ankheg . On a result of 15 or more they realize that this means that an ankheg colony is soon going to be on the move.

---

#3: The Landing

There are no cultists here but there are clear signs of their work, poor as it is. In fact they may have even done more harm than good. Best walk carefully or the whole place might come down!

Upon seeing the damage, any adventurer who wishes to reroll the Nature check from Area #2 may do so.

---

---

#4: Inner Sanctum

Orfrain Cassar was the one responsible for obtaining "initiates" for the cult in Northminster and has come out to the Crawley Hills to start his own branch. He's heard of the original cult's fall and has since been "recruiting", with the plan to infest or mind control his captives once the khalkos he's been paracitized with is fully grown (though of course he personally will be quite dead by then). When the adventurers reach this room, read or paraphrase the following.

The main burial chamber has been converted to an inner sanctum, set up with makeshift pews and an altar that make it look like a cruder version of the complex you all woke up in not so long ago. Standing behind the altar is a dark-robed figure who turns slowly, gradually revealing the golden-wing sigil emblazoned across its front.

"Well if it isn't our little lost lambs, come back to the fold. How lovely," he says with a beatific smile. "Don't worry, our master left me a gift so that I could start my own family. Stay, let me share it with you and we'll be one again."

Distantly, from a smaller burial chamber to the figure's right, comes a clamor of voices—among them is Belton's. "Get me out of this hellhole!"—and is that Captain Crestveil yelling that this is a trap?

Orfrain will not initiate combat, but he does expect the PCs to join his cult and wait patiently to be infected. If this offer is flatly refused or if the party attacks, he flies into a rage. He's not alone here, either—5 cultists  are in the smaller burial chamber to his left and join the fray as soon as the fight begins. At the beginning of his first round of combat Orfrain perishes in spectacular fashion, allowing a khalkos spawn  to emerge from the gore (he otherwise uses the statistics of a  cult fanatic ) and take its own turn as though it had just used half its movement to stand up from being prone.

Suddenly Ofrain begins to scream, clutching his head and crying ecstatically "It's come! Finally it can come forth and spread its—" but he's cut off as his skull cracks with a sickening sound. His body falls to the floor with a lifeless thump, a humanoid wasp-like creature pulling itself out of what remains and chittering hungrily.

---

#5: Holding Cells

This area has been crudely converted from a set of small tombs to a set of holding cells. Five unfortunate victims ( commoners ) as well as Belton and Captain Crestveil are being held here.

---

#6: Sleeping Chambers

This is where the cultists have been getting sleep (what little they've been able to, anyhow.) Even Ofrain himself has been staying here amongst the same ratty bedrolls as his "followers".

Treasure

Between the grateful captives and the treasures of the cult, the PCs find a  bag of holding , a citrine statue of a khalkos (worth 50 gold), a gold necklace with the cult's wing symbol (worth 75 gold), and 100 gold coins.

---

<= Memories of Holdenshire | The Truth Will Set You Free =>

Unfortunately the blows don't stop coming for the party. Brand Torek comes back the day after the kobold raid with news about Belton's wagon: it's been found with a broken axle alongside the road to Blackford, and there's no sign of the halfling having left on foot. Brand hasn't seen it himself, but he's heard from a fellow ranger about its discovery, recognized the wagon from the description, and wanted to pass the news to Myco and the PCs, as they clearly knew him best. Myco offers the adventurers a reward of 100 gold to investigate if they don't decide to on their own.

The party should be well-used to the demands of travel by now and can purchase supplies, mounts, and the like in town. Since the kobold raids however, the people of Hengeistbury consider them heroes and will give them a discount of 15% for the occasion.

---

 

---

At the Wagon

Read the following when the adventurers come upon their halfling companion's wagon.

Finally you've reached it: Belton's wagon. Deep gouges in the ground show that it's been run off the road, and the front axle is in splinters. Rummynose is long gone, as are whatever supplies Belton had stashed away. A halfling-sized knife is embedded in the driver's seat, pinning a fluttering piece of gray-purple cloth with it. Wait, is that...?

All the former cultists recognize the cloth with certainty as matching that of the cloaked figure who bundled them into the covered wagon and away to mind-controlled servitude. What isn't as clear is why he's taken Belton and, most importantly, where. Any PC who hasn't recovered their memory of having been abducted does so now (though they gain no mechanical bonus from it).

Anyone that makes a DC 13 Engineering check realizes that there's no indication that Rummynose broke loose on her own. As mentioned by Brand, there's also no sign of halfling footprints anywhere about. However, a DC 10 Perception or Survival check spots the tracks of a second wagon making its way off of the road and towards the Crawley Hills. This check also reveals that Rummynose must have bolted, as her tracks run along the road as opposed to following the wagon.

---

<= Memories of Holdenshire | Into the Barrowdeep =>

Unfortunately it's not all merriment about Hengistbury. The rumors about town of kobolds are in fact well founded, and they've noticed that all the festivities have kept the townsfolk distracted. The evening of the second day of the festival they launch a three-pronged raid meant to test Hengistbury's defenses in preparation for future attacks.

All the attacking kobolds are different from the typical scaly humanoids: these are the dragon servitors . Any adventurer that makes a DC 13 Arcana check recognizes that while kobolds are normally a mottled brown color, these are a deep crimson, meaning they likely have some connection to a red dragon.

---

---

Encounter 1

The first attack is launched against the fishing and ferry boats. There are 10 kobolds scrambling about and trying to set everything they can alight— cargo, ropes, and the ships themselves. A few NPCs who were amongst the vessels have attempted to rally, but anyone trying to put out the flames became targets. All told 4 fisherfolk ( commoners ) have taken shelter underneath one of the docks and 3 of them are bloodied.

Ultimately this attack is a distraction, and when meaningful resistance shows up (namely the PCs) the kobolds only stay for a single round of combat before retreating.

---

Encounter 2

Not long after the flames are spotted by the boats a cry goes up that there are kobolds at the Bleeding Heart Tavern! There are 3 kobolds and 1 kobold sorcerer , and they also have arson on their minds. The structure's mead-splashed beams don't catch as quickly as they'd like though, so they quickly resort to stealing booze, burning the wall hangings, and generally causing havoc. When confronted, two of the kobolds flee, but the third stays to fight alongside the kobold sorcerer for 3 rounds (or until one of them is killed), at which point they both retreat.

---

---

Encounter 3

This last attack strikes at the symbol of Hengistbury's security: Hengistbury Keep. Lord and Lady Pemberton are both presiding over the festival and thankfully aren't at home, but a few servants are still here. They managed to spot the oncoming kobolds and have barred the main doors and shuttered the windows, but the keep wasn't built to withstand a concerted attack. Aharad, a traveling minstrel who had been in the midst of a tryst with one of the staff when the assault came, is alternating using her illusion magic to signal for help and helping lob projectiles (and in her case, vicious mockery ) down at the invaders from the second-floor windows.

There is 1 kobold dragon servitor and 1 kobold broodguard trying to break down the doors with a log clearly brought for the task, while 2 kobolds try to find an alternate way inside (a trio of the scaly attackers already lay dead or unconscious).

When the PCs arrive Aharad focuses on aiding them, providing what healing and magical support she can from the safety of the keep. These kobolds will stay for 3 rounds (or until one of them is killed) before retreating.

---

The True Mission

The point of all of this, it turns out, is to provide cover for a final broodguard to investigate the Sheriff's Office. The kobolds have plans that involve kidnapping Ariadne Torek—but that's for the To Slay A Dragon adventure!

---

The Aftermath

To say that the citizens are rattled is an understatement—the county has always been peaceful, and for an attack to come during the festival of all times? It was unthinkable. They're a resourceful and sturdy lot however, and by the time the adventurers get back from the keep there's already a medical tent set up in what had formerly been seating for the pie eating competition. Lady Pemberton is tending to these affairs as Lord Pemberton helps assess the damage inflicted upon the docks.

Treasure

Once the chaos is down to a dull roar the rulers of Hengeistbury come together and decide that a reward for the PCs is in order. Thankfully the kobolds were unable to compromise their strongbox and they offer a candle of the surreptitious scholar , a vial of dust of sneezing and choking , and a faerie love letter  as tokens of their thanks.

---

<= Memories of Holdenshire | A Friend In Need =>

Hengistbury is abuzz with activity—the weekend long Summer Festival is in a mere three days! The annual pie eating contest with Thornbury is one of the most anticipated events, and the smell of berry pies fills the marketplace. There are also a number of other competitions all of which the PCs are encouraged to take part in for a small entry fee.

If there are notable NPCs that the adventurers have grown fond of (or developed a rivalry with), make sure to work them into the contests. For example, Three-Fingered Jake and Freya could be in the storytelling competition, or any of the several hunters could be a stand-out in the archery competition.

Vendors. A wide assortment of food, drink, and toys are available. Sweet, salty, and fried items are usually sold at 2 silver each, and Granny Appleseed has special goodies as well.

Game Limits. Typically a contestant is no longer allowed to play a game or contest again after winning it once. The contestant may attempt to play one more time by making a DC 13 Deception check to convince the moderator that their win was a fluke, but otherwise they must move on.

Magical Cheating. Unless explicitly stated, magical enhancements (both spells and items) are prohibited from festival games in a city or smaller settlement. A contestant found to be using magical enhancements is stripped of all winnings and publicly shamed.

---

The air thrums with excitement as townsfolk pour into the festival grounds, the smell of fresh-baked pies filling your nostrils. Then the sound of popping firecrackers splits the air as Granny Appleseed appears on her wagon, setting off colorful light and illusion magic as she hollers, "I've got all the pies you could want—come and get "em!"

---

---

Right Honorable Annual Pie Eating Contest

Entry: 2 gold

Prize: Winner's choice of a blackbird pie (provided by Freya) or the pot (up to 10 gold)

The highlight of the Summer Festival, the pie eating contest is a major point of contention between Hengistbury and Thornbury. All other victories are paltry in comparison—at least until the cheese rolling competition in the fall. If one of the adventurers seems particularly able to put it away, they are asked by the locals, young and old alike, if they'd fancy representing Hengistbury for the occasion. In addition to more tangible rewards, anyone who wins gets bragging rights until fall and likely won't have to buy themselves a drink for the next month.

During the contest each contestant eats the provided berry hand pies continuously for the duration, making a Constitution saving throw every minute (DC 12 + 1 per previous save), and the last gurgitator standing is declared the winner. On a failed save, a contestant is impossibly full and unable to continue. On a failure by 5 or more, they instead suffer a "reversal of fortune" and expel what they've already eaten, which disqualifies them.

Each of the 4 NPCs contestants (half from Hengistbury, half from Thornbury) have been training hard for this and have Constitution saving throw bonuses of +3.

---

Archery Competition

Entry: 1 silver

Prize: 64 silver

Not quite as hotly contested as the Right Honorable Annual Pie Eating Contest, the archery competition still always makes a good showing. Between the PC entries, Hengistbury, and those visiting from neighboring Thornbury, there are 64 contestants, meaning 6 rounds of competition. The winner of the final round takes the pot of entry fees.

Scoring Points. Each contestant takes 3 shots per round. Contestants score 1 point for hitting the target's AC, 2 points for hitting a middle ring by beating the AC by 4, or 3 points for hitting a bullseye by beating the AC by 8. In each round, the top half of contestants that score the most points progress. In case of a tie, each of the tied contestants have a fourth "sudden death" shot.

But There Are 64 of Them! Starting with the semi-finals, each contestant should be handled individually to increase the drama of the occasion, but otherwise the Narrator is not expected to roll attack rolls and tally the points for each of them. An adventurer progresses to the next round simply by scoring 4 points or more.

The Contestants. The Archery Competition table shows the number of contestants, their attack bonuses, and the target's AC at each round of a contest.

TIER	NUMBER OF CONTESTANTS	ATTACK	TARGET'S AC
Finals	2	+5	15
Semi-Finals	4	+4	14
Quarter-Finals	8	+3	13
Fourth	16	+2	12
Fifth	32	+1	11
Sixth	64	+1	11

---

Caber Toss

Entry: 1 silver

Prize: 2 gold

This competition focuses on the precise tossing of a 20-foot whittled pole. Contestants wait their turn to heft the pole, balance it on one shoulder, and then run a short distance before actually throwing it. Ideally, the caber does a full revolution before landing straight in front of the contestant. Rather than measuring by distance, judges award points based on the angle and positioning of how the pole lands. Each contestant makes a ranged attack roll using Strength as the ability modifier, the person with the highest result winning the pot.

Many of those who enter cannot even lift the 120-pound caber properly, much less toss it, but there are 3 stand-out NPCs who can and have a +4 bonus on their ranged attack rolls.

---

Cabernet Toss

Entry: 1 silver

Prize: 2–8 silver

Starting as a pun made about the caber toss, the cabernet toss is a challenge of toasts that usually breaks out around wine, cider, or beer barrels (no serious contestant lets the actual variety spoil the fun). Two individuals make toasts of increasing verbosity to life, the gods, their opponent, or anything else that strikes their fancy.

Contestants make opposed Persuasion checks to bring the crowd to their side. This ability check is usually Charisma, but a contestant that improves their toast by throwing in related facts can use Intelligence, someone that carefully reads and responds to the crowd can use Wisdom, and a few people have managed to win with Constitution by liberally including long chugs of alcohol into their routine.

The contest is over when a contestant beats their opponent's check by 10 or more, and the winner takes the whole pot. Occasionally the loser may double the bet for another round, but this can only be done three times before the crowd demands fresh contestants.

NPCs contestants have Persuasion +3.

---

Catch the Pig

Entry: 1 silver

Prize: 2 silver

The lucky contestant is led into a muddy arena with a greased pig where they have 1 minute to catch and tie up the squealing animal. Each round that the pig is loose, the contestant makes a DC 10 Acrobatics to catch it. On a success, they must successfully grapple the pig (use boar statistics for Arnie, this year's contender). If the contestant successfully grapples the pig for 3 or more consecutive rounds, they win the contest—but if at any point the pig escapes, the contestant must begin the process anew.

If the pig dies or falls unconscious the contestant is likely ejected from the festival unless they deliver a truly remorseful apology, line a few pockets with coin, or convince everyone that it was an honest mistake.

---

Guess the Pig's Weight

Entry: 5 copper

Prize: The pot (up to 200 copper)

Anyone who wishes may make a guess as to the weight of one of Penner's prize pigs—this year it's a large black sow named Effie. Each contestant may make a Nature check to guess its weight (one entry per contestant). At the end of the festival Effie weighs in at an impressive 750 pounds, and the contestant with the highest result on their Nature check wins.

Most contestants are way off, but there are 3 NPC contestants worth rolling for (each has a +4 bonus on Nature checks.)

---

Light Show

Entry: None

Prize: 1 silver

This is a casual, entertaining game judged by the local children after dinner on the first night of the festival. Any contestant with access to dancing lights , light , minor illusion , prestidigitation , or a similar persistent light or illusion effect may enter. Each contestant makes an Arcana check to craft a fascinating light show, and the contestant with the highest result wins (measured by the raucous applause they receive). Kalle Sirkesalo has notoriously spurned the event for years, despite pleading and cajoling to the contrary. Granny Appleseed also abstains, not wanting to "ruin the fun", but she watches every year.

There are only 2 NPC contestants, each with a +3 bonus on Arcana checks.

---

Raffle

Entry: 5 copper per ticket

Prize: Beautiful silver bell etched with the profile of a stag (worth 1 gold)

For the unskilled and worshipers of luck, raffles are an excellent diversion. One hundred tickets are sold at the start of each festival to anyone willing to buy, and individuals can purchase as many as they like. Each ticket is marked with a single number, from 1 to 100. At the end of the festival, a single ticket is picked from a jar (roll a d100 to determine the ticket picked).

---

Storytelling Contest

Entry: None

Prize: 5 silver, and until the next festival each night the contestant can tell a story at the Bleeding Heart tavern to receive a free meal

This event is mostly intended to provide free entertainment at dinner, though there are several locals who take it very seriously. Each contestant goes on the village green's stage and makes a single Performance check. The contestant with the highest result on their Performance check wins.

There are 4 NPC contestants, each with a +3 bonus on Performance checks.

---

<= Memories of Holdenshire | Party Crashers =>